CS Professional is the final level to become a Company Secretary. CS Professional is a 15-month course after completing CS Executive. CS Professional consists of subjects like Governance, Risk Management, compliance and Ethics, Advanced Tax laws, Drafting, Pleadings and Appearances, etc.
The CS Professional course fee is INR 3,600. There are 3 modules in the CS Professional course consisting of 8 subjects. Students have the option of selecting 1 elective subject out of 8. Furthermore, the CS Professional Exam Pattern consists of a total of 9 subjects each having 100 marks. The duration for each subject is 3 hours.
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Table of Contents
3.1 Steps for Filling CS Professional Exam Form
3.2 CS Professional Eligibility
CS Professional Highlights
| Course Name | Company Secretary (CS) Professional |
| Course Level | Third Level of CS |
| Entrance Exam | CSEET |
| Duration | 15 months |
| Eligibility | After qualifying CS Executive Exam |
| Subjects | Governance, Risk Management, Compliances and Ethics, Advanced Tax laws, Drafting, Pleadings and Appearances, Secretarial Audit, Compliance Management and Due Diligence, Corporate Reconstructing, Insolvency, Liquidation and Winding-up, Resolution of Corporate Disputes, Non- Compliances and Remedies, Corporate Funding and Listing in Stock Exchanges, Multidisciplinary Case Studies, and 1 elective subject out of 9 options. |
| Course Fee | INR 12000 |
| Examination Fee | INR 1200 per module (there are 3 modules) |
| Top Institute for CS | The Institute of Company Secretaries of India |
CS Professional Duration
The duration of the Company Secretary Professional program is 15 months. The entire Company Secretary course is 3 years long.
CS Professional Admission Process
The CS Professional course is the third and final stage of the Company Secretary program. Candidates who have qualified for the CS Executive Exam are admitted for the CS professional course.
Steps for filling CS Professional Exam Form
- Step 1: Log into the official website of ICSI.
- Step 2: Click on the Student tab and then click on My Account.
- Step 3: Click on Professional Registration.
- Step 4: Upload the pass mark sheet of both modules of the CS Executive program.
- Step 5: Make payment using a Credit Card/ Debit Card/ Net Banking.
CS Professional Eligibility
The eligibility to apply for a CS professional course is listed below.
- The candidate has to pass in CS Executive exams, both modules, with a minimum passing score determined by ICSI.
- Presently, to be eligible for the CS Executive exam, candidates have to score 40% in each subject and a total score of 50%.
CS Professional Admit Card
Candidates appearing for the CS Professional exam can download their admit card from the official website of ICSI. The admit card will be bearing information like the candidate’s name, candidate photograph and signature, exam medium, exam date and timings, 17-digit registration number, details of applicable paper-wise exemption, name, address, and code of ICSI CS exam center, name of CS stage, and the module(s) that the candidate has enrolled for.
CS Professional Exam Pattern
The CS Professional Exam is conducted in three modules. Each module has three subjects.
- The first module has three subjects, namely, Governance, Risk Management, Compliances and Ethics, Advanced Tax laws, and Drafting, Pleadings and Appearances.
- The second module has three subjects, namely, Secretarial Audit, Compliance Management and Due Diligence, Corporate Reconstructing, Insolvency, Liquidation and Winding-up, and Resolution of Corporate Disputes, Non - Compliances and Remedies.
- The third module has three subjects, the first and second subjects are Corporate Funding and Listing in Stock Exchanges and Multidisciplinary Case Studies, respectively. The third subject of the third module is an elective subject.
| Modules | Paper Name | No. of Marks | Duration |
|---|---|---|---|
| Module 1 | Governance, Risk Management, Compliances and Ethics | 100 | 3 hr |
| Advanced Tax laws | 100 | 3 hr | |
| Drafting, Pleadings and Appearances | 100 | 3 hr | |
| Module 2 | Secretarial Audit, Compliance Management, and Due Diligence | 100 | 3 hr |
| Corporate Reconstructing, Insolvency, Liquidation and Winding-up | 100 | 3 hr | |
| Resolution of Corporate Disputes, Non- Compliances, and Remedies | 100 | 3 hr | |
| Module 3 | Corporate Funding and Listing in Stock Exchanges | 100 | 3 hr |
| Multidisciplinary Case Studies | 100 | 3 hr | |
| Elective Subject (1 out of 8) of module 3 | Banking- Law, and Practice | 100 | 3 hr |
| Insurance- Law and Practice | |||
| Intellectual Property Rights- Laws and Practice | |||
| Forensic Audit | |||
| Direct Tax Laws and Practice | |||
| Labour Laws and Practice | |||
| Valuations and Business Modelling | |||
| Insolvency- Law, and Practice |
CS Professional Syllabus
The CS Professional course consists of three modules and each module has three papers. The detailed syllabus of every paper is given below.
| Paper Name | Detailed Syllabus |
|---|---|
| Governance, Risk Management, Compliances and Ethics | Conceptual Framework of Corporate Governance, Legislative Framework of Corporate Governance in India, Board Effectiveness, Corporate Policies & Disclosures, Directors’ Training, Development and familiarization, Role of promoter/controlling shareholder, redressal against Oppression and Mismanagement, Monitoring of group entities and subsidiaries, Accounting and Audit related issues, Related Party Transactions, Board Processes through Secretarial Standards, Performance Evaluation of Board and Management, Board Committees, Vigil Mechanism/ Whistle blower, Corporate Governance and Shareholders’ Rights, Corporate Governance and other Stakeholders, Governance and Compliance Risk, Corporate Governance Forums, Parameters of Better Governed Companies, Dealing with Investor Associations, Proxy Services Firms and Institutional Investors, Family Enterprise and Corporate Governance, Risk Identification, Mitigation and Audit, Compliance Management, Internal Control, Reporting, Website Management, Ethics & Business, Sustainability, Models / Approaches to measure Business Sustainability, and Indian and contemporary Laws relating to Anti-bribery. |
| Advanced Tax laws | An Overview on Goods and Services Tax ‘GST’, Supply, Input Tax Credit & Computation of GST Liability, Procedural Compliance under GST, Demand and Recovery, Advance Ruling, Appeals and Revision, Inspection, search, seizure, offenses & penalties, Compliance rating, anti-profiteering, GST practitioners, authorized representative, professional opportunities, Integrated Goods and Service Tax (IGST), Union Territory Goods and Service tax (UTGST), GST Compensation to States, Industry/ Sector Specific Analysis, Basic Concepts of Customs Law, Valuation & Assessment of Imported and Export Goods & Procedural Aspects, Arrival or Departure and Clearance of Goods, Warehousing, Duty Drawback, Baggage and Miscellaneous Provisions, Advance Ruling, Settlement Commission, Appellate Procedure, Offences and Penalties: Advance Ruling; Appeal and Revision; Offences and Penalties; Prosecution; Settlement of Cases, Foreign Trade Policy (FTP) to the extent relevant to Indirect tax, Corporate Tax Planning & Tax Management, Taxation of Companies, LLP and Non-resident, General Anti Avoidance Rules ‘GAAR’, Basics of International Taxation, Tax Treaties, and Income Tax Implication on specified transactions. |
| Drafting, Pleadings and Appearances | General Principles of Drafting and relevant Substantive Rules, Judicial & Administrative framework, Secretarial Practices & Drafting, Drafting and Conveyancing relating to Various Deeds and Agreements, Drafting of agreements, documents and deeds, Pleadings, Art of Writing Opinions, and Appearances & Art of Advocacy. |
| Secretarial Audit, Compliance Management and Due Diligence | Compliance Framework, Compliances, Documentation & maintenance of records, Search and Status Report, KYC, Signing and Certification, Segment-wise Role of Company Secretaries, Audits, Secretarial Audit, Internal Audit & Performance Audit, Concepts and Principles of Other Audits, Audit Engagement, Audit Principles and Techniques, Audit Process and Documentation, Forming an Opinion & Reporting, Secretarial Audit – Fraud detection & Reporting, Quality Review, Values Ethics and Professional Conduct, Due Diligence, and Due Diligence. |
| Corporate Reconstructing, Insolvency, Liquidation and Winding-up | Types of Corporate Restructuring, Acquisition of Company/ Business, Planning & Strategy, Process of M&A transactions, Documentation–Merger & Amalgamation, Valuation of Business and Assets for Corporate Restructuring, Accounting in Corporate Restructuring—Concept and Accounting Treatment, Taxation & Stamp Duty aspects of Corporate Restructuring, Competition Act, Regulatory approvals of scheme, Appearance before NCLT / NCLAT, Fast Track Mergers, Cross Border Mergers, Insolvency, Petition for Corporate Insolvency Resolution Process, Role, Functions and Duties of IP/ IRP/ RP, Resolution Strategies, Convening and Conduct of Meetings of Committee of Creditors, Preparation & Approval of Resolution Plan, Individual/ Firm Insolvency, Fresh Start Process, Debt Recovery & SARFAESI, Cross Border Insolvency, Liquidation on or after failing of RP, Voluntary Liquidation, and Winding-up by Tribunal under the Companies Act, 2013. |
| Resolution of Corporate Disputes, Non- Compliances, and Remedies | Shareholders’ Democracy & Rights, Corporate Disputes, Fraud under Companies Act and IPC, Misrepresentation & Malpractices, Regulatory Action, Defaults, Adjudication, prosecutions and penalties under the Companies Act, Securities Laws, FEMA, COFEPOSA, Money Laundering, Competition Act, Labour Laws & Tax Laws, Fines, Penalties and Punishments under various laws, Civil and Criminal Trial Procedure and Process, Relief and Remedies, and Crisis management, Professional Liability, D & O Policy & other Risk and liability mitigation approaches. |
| Corporate Funding and Listing in Stock Exchanges | Indian Equity- Public Funding, Indian Equity- Private funding, Indian equity- Non Fund based, Debt Funding – Indian Non fund Based, Foreign Funding - Instruments & Institutions, Other Borrowings Tools, Non-Convertible Instruments- Non-Convertible Redeemable Preference Shares (NCRPs), Securitization, Listing–Indian Stock Exchanges, International Listing, Various Procedural requirements for issue of securities and Listing, Preparing a Company for an IPO and Governance requirements thereafter, Appraising the Board and other functions in the organizations regarding the Post IPO/Listing Governance changes, and Documentation & Compliances. |
| Multidisciplinary Case Studies | Case studies mainly on the following areas: 1. Corporate Laws including Company Law 2. Securities Laws 3. FEMA and other Economic and Business Legislations 4. Insolvency Law 5. Competition Law 6. Business Strategy and Management 7. Interpretation of Law 8. Governance Issues |
| Banking – Law & Practice | Overview of Indian Banking System, Regulatory Framework of Banks, Control over Organization of Banks, Regulation of Banking Business, Banking operations, IT in Banking, Payment and Collection of Cheques and Other Negotiable Instruments, Case Laws on Responsibility of Paying Bank, Case Laws on Responsibility of Collecting Bank, Various Government Schemes, Consumer Protection, Loans and Advances, Securities for Banker’s Loans, Documentation, Calculation of Interest and Annuities, Calculation of YTM, Foreign Exchange Arithmetic, Non Performing Assets, Final Accounts of Banking Companies, and Risk Management in Banks and Basel Accords. |
| Insurance – Law & Practice | Concept of Insurance : Risk Management, Regulatory Framework of Insurance Business in India, Life Insurance – Practices, Life Insurance – Underwriting, Applications of Life Insurance, Life Insurance – Finance, Health Insurance, General Insurance - Practices and Procedures, Fire & Consequential Loss Insurance, Marine Insurance, Agricultural Insurance, Agricultural Insurance, Liability Insurance, Liability Insurance, Liability Insurance, and Corporate Governance for Insurance Companies. |
| Intellectual Property Rights: Laws and Practices | Types of Intellectual Property- Origin and Development- An Overview, Role of International Institutions, Patents, Indian Patent Law, Patent Databases & Patent Information System, Preparation of Patent Documents, Process for Examination of Patent Application, Patent Infringement, Recent Developments in Patent System, Trademarks, Copyrights, Industrial Designs, Geographical Indications, Layout- Designs of Integrated Circuits, The Protection of Plant Varieties and Farmers’ Rights, Protection of Trade Secrets, Key Business Concerns in Commercializing Intellectual Property Rights, and Case Laws, Case Studies and Practical Aspects. |
| Forensic Audit | Fraud and Audit, Audit and Investigations, Forensic Audit : Laws and Regulations, Forensic Audit and Indian Evidence Law, Cyber Forensics. |
| Direct Tax Laws & Practice | An Overview of Income Tax Act, 1961, Computation of Income under the head of Salary, Computation of Income under the head of House Property, Computation of Income - Profits and Gains from Business and Profession, Computation of Income under the head of Capital Gains, Computation of Income from Other Sources, Exemptions/Deduction, Clubbing provisions, Set Off and/or Carry Forward of Losses, Rebate and Relief, Computation of Total Income and Tax Liability, TDS/TCS, Returns, Refund & Recovery, Tax Planning & Tax Management, International Taxation – An Overview, and Recent Case Laws. |
| Labour Laws & Practice | Constitution and Labour Laws, International Labour Organization, Law of Welfare & Working Condition, Law of Industrial Relations, Law of Wages, Social Security Legislations, The Labour Laws (Simplification of Procedure for Furnishing Returns and Maintaining Registers by Certain Establishments) Act 1988, Labour Codes, and Industrial and Labour Laws Audit covering the above Acts and other Industry Specific Acts. |
| Valuations & Business Modelling | Overview of Business Valuation, Purpose of Valuation, International Valuation Standards Overview, Valuation guidance resources in India, Business Valuation Methods, Steps to establish the Business Worth, Valuation of Tangibles, Valuation of Intangibles, Accounting for share based payment, Valuation during Mergers & Acquisitions, Valuation of various magnitudes of Business Organizations, Valuation of Business during Distressed Sale, Introduction to Business Modelling, and Business Model Analysis: Facets of Analysis. |
| Law and Practice | Insolvency – Concepts and Evolution, Introduction to Insolvency and Bankruptcy Code, Corporate Insolvency Resolution Process, Insolvency Resolution of Corporate Persons, Insolvency Resolution of Corporate Persons, Fast Track Corporation Insolvency Resolution Process, Liquidation of Corporate Person, Liquidation of Corporate Person, Adjudication and Appeals for Corporate Persons, Debt Recovery and Securitization, Winding-Up by Tribunal, Cross Border Insolvency, Cross Border Insolvency, Bankruptcy Order for Individuals and Partnership firms, Bankruptcy for Individuals and Partnership Firms, Fresh Start Process, and Professional and Ethical Practices for Insolvency Practitioners. |
CS Professional Fee Structure
The fee for the Company Secretary Professional program is INR 12000. The exam fee is INR 1200 for each module. Since there are three modules, the total exam fee is INR 3600.
CS Professional Study Material
There are many books of renowned authors that can be used for the preparation of the Company Secretary Professional course. Some of these are listed below.
| Books | Authors |
|---|---|
| Governance, Risk Management, Compliances And Ethics |
|
| Advanced Tax Laws |
|
| Drafting, Pleadings And Appearances |
|
| Secretarial Audit Compliance Management And Due Diligence |
|
| Corporate Restructuring Insolvency, Liquidation & Winding-up (Part-1) |
|
| Corporate Restructuring Insolvency, Liquidation & Winding-up (Part-2) |
|
| Resolution Of Corporate Disputes, Non-Compliances & Remedies |
|
| Corporate Funding & Listings In Stock Exchanges |
|
| Multidisciplinary Case Studies |
|
CS Professional: FAQs
Ques. Is CS professional tough?
Ans. Yes, CS professional is one of the toughest exams in India.
Ques. Is 6 months enough for CS professional?
Ans. No, 6 months is not enough for a CS Professional.
Ques. Can I complete CS in 2 years?
Ans. The stipulated time required to complete CS is 3 years.
Ques. Is CS hard to crack?
Ans. With ample preparation, one can crack CS.
Ques. Is CS tough for an average student?
Ans. CS is one of the toughest course but students with dedication and practice have cleared it.
Ques. How many attempts are allowed for CS professional?
Ans. 10 attempts are allowed for CS Professional.
Ques. What is the difference between CS Executive and CS Professional?
Ans. CS Executive is the second level whereas, CS Professional is the third or final level of a CS course. To apply for CS Professional, one has to clear CS Executive.
Ques. What is the scope of CS professional?
Ans. A company secretary works as a legal expert, or an expert in corporate laws, securities laws and capital market. A CS can also be the chief advisor to the board of directors of a company.
Ques. How many months for CS Professional?
Ans. CS professional program takes 15 months to complete.
Ques. What is the validity of CS professional?
Ans. The registration into CS professional course is valid for 5 years.
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